Research and Collaboration Agreements | 6. Research and Collaboration Agreements The following table summarizes the revenue by collaboration partners: Three Months Ended March 31, 2021 2020 (in thousands) AbbVie $ 1,228 $ 30,096 Amgen 2,582 1,695 Astellas 4,756 387 Bristol Myers Squibb 7,405 17,415 Total revenue $ 15,971 $ 49,593 AbbVie Ireland Unlimited Company In April 2016, the Company and AbbVie entered into two agreements, a CD71 Co-Development and Licensing Agreement (the “ ” “ ” “ ” “A Under the CD71 Agreement, the Company received an upfront payment of $20.0 million in April 2016, and was eligible to initially receive up to $470.0 million in development, regulatory and commercial milestone payments, a 35% profit split on U.S. sales, and royalties on ex-U.S. sales at percentages in the high teens to low twenties if the Company participates in the co-development of the CD71 conditionally activated ADC subject to a reversion to a royalty on U.S. sales, and reduction in royalties on ex-U.S. sales, if the Company opts-out from the co-development of the CD71 conditionally activated ADC. The Company ’ ’ “ ” Under the terms of the Discovery Agreement, AbbVie receives exclusive worldwide rights to develop and commercialize conditionally activated ADCs against up to two targets, one of which was selected in March 2017. The Company shall perform research services to discover the Probody therapeutics and create conditionally activated ADCs for the nominated collaboration targets. From that point, AbbVie shall have sole right and responsibility for development and commercialization of products comprising or containing such conditionally activated ADCs ( “ ” Under the Discovery Agreement, the Company received an upfront payment of $10.0 million in April 2016 and subsequently earned an additional $10.0 million milestone payment triggered by selection of the second target by AbbVie in June 2019. The Company is also eligible to receive up to $265.0 million for each target, in development, regulatory and commercial milestone payments and royalties at percentages in the high single to low teens from commercial sales of any resulting conditionally activated ADCs. The second target was selected under the Discovery Agreement that allows AbbVie to select a target for developing a conditionally activated ADC or a Probody. The $40.0 million milestone payment earned in March 2020 for satisfying the CD71 dose escalation success criteria under the CD71 Agreement was included as part of the transaction price as it was unconstrained during the first quarter of 2020 and $26.6 million was recognized as revenue related to this milestone reflecting the percentage completed to-date on the project as of March 2020. The remainder is being recognized as revenues over the remaining estimated research service period through September 2022. The Company determined that the remaining potential milestone payments of both agreements, if recognized, are probable of significant revenue reversal as their achievement is highly dependent on factors outside the Company ’ The Company recognized revenue of $1.2 million and $30.1 million for the three months ended March 31, 2021 and 2020, respectively, related to the AbbVie Agreements. As of March 31, 2021 and December 31, 2020, deferred revenue related to the CD71 Agreement performance obligation was $24.7 million and $25.2 million, respectively, and deferred revenue related to the Discovery Agreement performance obligation was $7.3 million and $8.0 million, respectively. No amounts were due from AbbVie as of March 31, 2021 and December 31, 2020. Amgen, Inc. On September 29, 2017, the Company and Amgen, Inc. ( “ ” “ ” Concurrent with the entry into the Amgen Agreement, the Company and Amgen entered into a Share Purchase Agreement (the “ Purchase Agreement ” ) pursuant to which Amgen purchased 1,156,069 shares of the Company ’ s common stock at a price of $ 17.30 per share (calculated based on a 20-day volume-weighted average price), for total proceeds of $ 20.0 million, which the Company received on October 6, 2017, the closing date of the transaction. The Company estimated a premium on the stock sold to Amgen of $ 0.5 million, which takes into account a discount due to the lack of marketability resulting from the six-month lockup period. Under the terms of the Amgen Agreement, the Company and Amgen will co-develop a conditionally activated T-cell engaging bi-specific therapeutic targeting epidermal growth factor receptor (the “ ” “ ” Amgen also has the right to select a total of up to three targets, including the two additional targets discussed below. The Company and Amgen collaborate in the research and development of conditionally activated T-cell engaging bi-specifics products directed against such targets. Amgen has selected one such target (the “ ” “ ” “ ” ’ At the initiation of the collaboration, CytomX had the option to select, from programs specified in the Amgen Agreement, an existing preclinical stage T-cell engaging bispecific product from the Amgen preclinical pipeline. In March 2018, CytomX selected the program. CytomX is responsible, at its expense, for converting this program to a conditionally activated T-cell engaging bispecific product, and thereafter, will be responsible for development, manufacturing, and commercialization of the product ( “ ” The Company recognized revenue of $2.6 million and $1.7 million for the three months ended March 31, 2021 and 2020, respectively, related to the Amgen Agreement. As of March 31, 2021 and December 31, 2020, deferred revenue related to the EGFR Products performance obligation was $27.4 million and $29.8 million, respectively. As of March 31, 2021 and December 31, 2020, deferred revenue related to the Amgen Other Products performance obligation was $2.0 million and $2.2 million, respectively. No amounts were due from Amgen as of March 31, 2021 and December 31, 2020. Astellas Pharma Inc. The Company and Astellas Pharma, Inc. (“Astellas”) entered into a Collaboration and License Agreement (the “Astellas Agreement”) on March 23, 2020, the effective date, to collaborate on preclinical research activities to discover and develop certain antibody compounds for the treatment of cancer using the Company’s Probody therapeutic technology. Under the terms of the Astellas Agreement, the Company granted Astellas an exclusive, worldwide, rights to develop and commercialize Probody therapeutics for up to four collaboration targets including one initial target and three additional targets (“Additional Targets”). In addition, Astellas has the right to expand the number of Additional Targets from three up to five (the “Expansion Option”) before the third anniversary of the effective date. Furthermore, for a specified number of targets, at a pre-specified time prior to the initiation of the first pivotal study of a product against such target, the Company may elect to participate in certain development costs and share in the profits generated in the United States with respect to such product (“Cost Share Option”). The Cost Share Option, if exercised, will also provide the option for the Company to co-commercialize such product in the United States. The Company does not consider the Cost Share Option as a performance obligation at the inception of the agreement as the participation is at the Company’s discretion. Pursuant to the Astellas Agreement, the consideration from Astellas is comprised of an upfront fee of $80.0 million and contingent payments for development, regulatory and sales milestones of up to an aggregate of approximately $1.6 billion. If Astellas exercises its Expansion Option for the two Additional Targets, the Company would be eligible to receive additional upfront and milestone payments aggregating to approximately $0.9 billion. The Company recognized revenue of $4.8 million and $0.4 million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021 and December 31, 2020, deferred revenue relating to the Astellas Agreement was $63.6 million and $67.6 million, respectively. The amount due from Astellas under the Astellas Agreement was $0.8 million and $0.8 million, as of March 31, 2021 and December 31, 2020, respectively. Bristol Myers Squibb Company On May 23, 2014, the Company and Bristol Myers Squibb Company ( “ ” “ ” ’ Under the terms of the BMS Agreement, the Company granted Bristol Myers Squibb exclusive worldwide rights to develop and commercialize Probody therapeutics for up to four oncology targets. Bristol Myers Squibb had additional rights to substitute up to two collaboration targets within three years of the effective date of the BMS Agreement. These rights expired in May 2017. Each collaboration target had a two-year Pursuant to the BMS Agreement, the financial consideration from Bristol Myers Squibb was comprised of an upfront payment of $50.0 million and the Company was initially entitled to receive contingent payments of up to $25.0 million for additional targets and up to an aggregate of $1,192.0 million for development, regulatory and sales milestones. In addition, the Company was entitled to royalty payments in the mid-single digits to low double-digit percentages from potential future sales. The Company also received research and development service fees based on a prescribed FTE rate that was capped. On March 17, 2017, the Company and Bristol Myers Squibb entered into Amendment Number 1 to Extend Collaboration and License Agreement ( “ ” “ ” Pursuant to Amendment 1, the financial consideration from Bristol Myers Squibb was comprised of an upfront payment of $200.0 million and the Company was initially eligible to receive contingent payments for development, regulatory and sales milestones of up to an aggregate of $3,586.0 million for the eight targets. The Company was also entitled to tiered mid-single to low double-digit percentage royalties from potential future sales. Amendment 1 did not change the term of the Bristol Myers Squibb ’ ’ The initial transaction price for the BMS Agreement and Amendment 1, collectively, was $272.8 million consisting of the upfront fees of $250.0 million, research and development service fees of $10.8 million and milestone payments received to date of $12.0 million. The Company determined that the remaining potential milestone payments were probable of significant revenue reversal as their achievement was highly dependent on factors outside the Company ’ In February 2020, Bristol Myers Squibb dosed the first patient in the Part 2 cohort expansion portion of its ongoing BMS-986249 clinical study for the CTLA-4 program, which triggered a $10.0 million milestone payment to the Company In February 2021, the Company and Bristol Myers Squibb entered into Amendment Number 2 to amend the Collaboration and License Agreement (“Amendment 2”), as amended by Amendment 1. Subsequent to Amendment 2, Bristol Myers Squibb has the exclusive worldwide rights to develop and commercialize Probody therapeutics for up to five oncology targets. Under the terms of Amendment 2, the period for target selection has been extended and the Company will continue to collaborate with Bristol Myers Squibb to discover and conduct preclinical development of Probody therapeutics against targets selected by Bristol Myers Squibb over the estimated research period, which ends in April 2025. Pursuant to Amendment 2, the Company is eligible to receive contingent payments for development, regulatory and sales milestones of up to an aggregate of $1,779.0 million. It is also entitled to tiered mid-single to low double-digit percentage of royalties from potential future sales. In addition, the Company will no longer be entitled to receive the research and development service fee as part of the arrangement. The Company re-evaluated the remaining potential milestone payments and determined that, if recognized, significant revenue reversal was still probable as the achievement of such milestones was highly dependent on factors outside the Company ’ The Company recognized revenue of $7.4 million and $17.4 million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021 and December 31, 2020, deferred revenue relating to the BMS Agreement was $120.9 million and $128.3 million, respectively. No amounts were due from Bristol Myers Squibb as of March 31, 2021 and December 31, 2020. ImmunoGen, Inc. In January 2014, the Company and ImmunoGen, Inc. ( “ ” “ ” ’ “ ” ’ ’ ’ praluzatamab ravtansine ( “ ” In December 2019, the parties entered into a license agreement (the “ImmunoGen 2019 License”) pursuant to which the ImmunoGen Research Agreement (the ”ImmunoGen 2017 License”) for a target in December 2017, was terminated and ImmunoGen granted a license for all of ImmunoGen’s rights under the ImmunoGen 2017 License to the Company. In February 2020, the Company dosed the first patient in the praluzatamab ravtansine Phase 2 clinical trial and triggered a $3.0 million milestone payment to ImmunoGen pursuant to the CX-2009 License which continued to remain in effect following the termination of the ImmunoGen 2017 License in December 2019. The Company recorded a $3.0 million charge to research and development expense for the three months ended March 31, 2020, in connection with this milestone payment to ImmunoGen. Contract Liabilities The following table presents changes in the Company’s total contract liabilities for the three months ended March 31, 2021: Balance at 12/31/2020 Additions Deductions Balance at 3/31/2021 (in thousands) Contract liabilities: Deferred revenue $ 261,130 $ — $ (15,215 ) $ 245,916 The Company expects that the $245.9 million of deferred revenue related to the following contracts as of March 31, 2021 will be recognized as revenue as set forth below. However, the timing of revenue recognition could differ from the estimates depending on facts and circumstances impacting the various contracts, including progress of research and development, resources assigned to the contracts by the Company or its collaboration partners, or other factors outside of the Company’s control. • The $24.7 million of deferred revenue related to the CD71 Agreement as of March 31, 2021 is expected to be recognized based on actual FTE effort and program progress until approximately September 2022. • The $0.8 million of deferred revenue related to the first target under the Discovery Agreement as of March 31, 2021 is expected to be recognized ratably until approximately April 2022. • The $6.5 million of deferred revenue related to the second target under the Discovery Agreement as of March 31, 2021 is expected to be recognized ratably until approximately June 2024. • The $27.4 million of deferred revenue related to the Amgen EGFR Products as of March 31, 2021 is expected to be recognized based on actual FTE effort and program progress until approximately September 2024. • The $2.0 million of deferred revenue related to the Amgen Other Products as of March 31, 2021 is expected to be recognized ratably until approximately September 2023. • The $63.6 million of deferred revenue related to the Astellas Agreement as of March 31, 2021 is expected to be recognized ratably until approximately March 2025. • The $120.9 million of deferred revenue related to the BMS Agreement as of March 31, 2021 is expected to be recognized ratably until approximately April 2025. |